ex10_1.htm


    
      

    

    Exhibit
10.1

      


      
        		 
      	
                

                  Location:

                  195 Whiting Street 

                    Hingham, Massachusetts 02043 USA


                       

                      Mailing
      Address:

                      P.O. Box 325 

                        Accord,
      Massachusetts 02018
USA

                      

                    

                  

                

              


      

      


      June 6,
2008

      


      Ms.
Leslie Kessler,

      CEO Water
Chef, Inc.

      68 S.
Service Road, Suite 100

      Melville,
NY 11747

      


      
        	
                Re:

              	
                Proposal
      for Professional Services

              


      

      


      Dear Ms.
Kessler:

      


      This
proposal is the result of extensive conversations and discussions related to the
professional services which Hidell-Eyster (HEI) can offer Water Chef (The
Client). On May 21, 2008, HEI presented an extensive proposal for professional
services to The Client. This was drafted after a meeting between the parties
held April 24, 2008 at the HEI offices in Hingham, MA. On May 29, 2008, Henry R.
Hidell met with The Client (Ms. Leslie Kessler and Mr. Terry Lazar) to discuss
the activities outlined in the May 21 proposal.

      


      It was
agreed  during the May 29, 2008 meeting at the office of Lazar Sanders
Thaler & Associates, LLP, Jericho, NY, that HEI would provide professional
technical, marketing and financial consultation on a fixed fee of $15,000 per
month, beginning June 1, 2008, and continue for a period of six (6) months, plus
payment by The Client of pre-approved out of pocket
expenses.   The fee is based on HEI’s Fee Schedule which is
attached hereto.  The purpose of this approach to providing the
necessary services is to permit HEI and The Client to establish a commercial
relationship while The Client more clearly defines its necessary actions and
requirements.  Subsequent to the end of the six month period, The
Client and HEI shall develop a longer term professional services agreement that
more clearly defines the required services and sets targets of achievement for
The Client.

      


      Scope
of Work

      


      As a
matter of general definition, HEI shall assist The Client in the following
activities:

      


      Regulatory
and Licensing Issues

      Marketing

      Quality
Assurance

      Manufacturing
and Logistics

      Financial
Planning and Monitoring

      Sales and
Distribution

      


      


      Resources
Provided and Time Charges Accountability

       

       

      
        	
                E-mail:
      hidell@hidelleyster.com

              	 
      	
                Tel:
      781-749-8040

              	 
      	
                Fax:
      781-749-2304

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        		
                DRAFT 

              


      

      


      HEI will
make its professional staff available to The Client on a monthly basis for a six
month period beginning June 1, 2008 through November 30, 2008. It is expected
that HEI shall provide services to the client at the client’s specific request
during this period.  A time accounting of activities and any related
expenses shall be provided to The Client at the end of each
month.  Balances of time may be carried from one month to the next.
The Client will have access to all senior staff including Steve Keim, Henry R.
Hidell, Kathy Ransome and John Crawford as required.

      


      HEI and
The Client intend to develop a fee schedule regarding any sales HEI may make to
the benefit of The Client during this six month period.  The Client
acknowledges that although a “sales fee” shall be due HEI, it has not been
defined and that as soon as practical but no later than July 10, 2008, a “sales
fee” will be mutually agreed upon and an addendum of same shall be attached
hereto. It is also acknowledged that HEI has introduced The Client to Triton,
LLC of Chapel Hill, NC in the person of Mr. Dave Clark as a potential customer
or commercial partner in some manner yet to be defined.  In the event
a commercial transaction results from this introduction, a “sales fee” shall be
due HEI as noted above.

      


      


      Cost
of Work

      


      HEI will
charge The Client a fixed fee for six months totaling $90,000 invoiced on a
monthly basis of $15,000, due in advance on the first of each month. All out of
pocket expenses in excess of $1,500 per month shall be presented to The Client
prior to incurring.

      


      Future
Requirements and Services

      


      It is
anticipated that HEI will provide the Client services in the
future.  In the event these services can be more fully defined prior
to the termination of this six month agreement, The Client and HEI shall enter
into such agreement for such services.

      


      Acceptance
of Proposal

      


      Acceptance
of this proposal shall be indicated by your endorsement hereof. This proposal is
subject to the attached Statement of Terms and Conditions and Fee Schedule
amended hereto and made part of this agreement. Work under this agreement shall
commence upon receipt of this letter of agreement being executed by both
parties.

      


      The cost
of this work is estimated to be $90,000.00 for
professional time, plus the cost of out-of-pocket expenses including travel,
lodging, meals, photographs, communication (telephone, facsimile, express
delivery service), blueprint and reproduction service, documents, and data base
research.  Payment in the amount of
$15,000 is required for commencement of these services.

      


      Acceptance
of this proposal shall be indicated by your endorsement hereof.  This
proposal is subject to the attached Statement of Terms and Conditions and Fee
Schedule amended hereto and made a part of this Agreement.  Work under
this agreement shall commence upon receipt of this letter agreement executed by
both parties and the payment of the required retainer.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        		DRAFT


      

       

      
         

        
          	 
      	
                  Sincerely,

                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  Carroll
      S. Keim

                	 
      
	 
      	
                  President

                	 
      
	 
      	
                  For
      Hidell-Eyster International

                	 
      
	 	 	 
	 
      	 
      	 
      
	 
      /s/ Leslie Kessler	
                  6/9/08

                	 
      
	 
      	
                  DATE

                	 
      


        

        For:  Water
Chef, Inc.



      


      PRICES
ARE VALID FOR 30 DAYS FROM DATE OF THIS PROPOSAL


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      
        


        
          
            		 
      	
                    Location:
      

                      195 Whiting Street 

                        Hingham, Massachusetts 02043 USA


                           

                          Mailing
      Address:

                          P.O. Box 325 

                            Accord,
      Massachusetts 02018
USA

                          

                        

                      

                    

                  


          

           

        

        


      

      Statement of Terms and
Conditions

      


      Hidell-Eyster
International shall provide the Client with the services set forth in the
"Proposal for Services" with respect to the subject identified in the proposal,
under the terms and conditions set forth herein which are made a part of the
collective Agreement between the Client and Hidell-Eyster
International.

      


      
        	
                1.

              	
                Definitions:  "Company"
      refers to Hidell-Eyster International.  "Client" refers to the
      individual, partnership, corporation, or association contracting for the
      Company's services.

              


      

      


      
        	
                2.

              	
                Payment:  Unless
      otherwise specified, payment is due in U.S. Dollars from the Client with
      approved credit upon receipt of invoice.  If payment is not
      received by the Company within thirty (30) days following the billing
      date, the Client shall pay interest on the unpaid balance at the rate of
      one and one-half percent (1.5%) per month from the billing date,
      compounded monthly, together with any court costs, attorney's fees, or
      other expenses reasonably incurred in order to collect such
      amount.  Clients without pre-approved credit are subject to
      payment upon delivery for completion for all goods and services provided
      by the Company.  Payment to the Company is the sole
      responsibility of the Client and is not subject to third party
      agreements.

              


      

      


      All fees,
taxes, tariffs and duties incurred as a result of international consultancy
services shall be the responsibility of the Client, with the exception of U.S.
corporate income taxes on fees earned by the Company.

      


      Client
warrants and represents that Client possesses and will continue to possess
sufficient funds to fulfill Client's obligations to make payments under this
contract.  If Company becomes aware that Client has become unable to
make payment as required herein, the Company will so notify Client and will
terminate services until such payment or guarantee of payment is
made.  Such termination of services shall not bar Company from
collecting payments due under the Agreement.

      


      
        	
                3.

              	
                Suspension of
      Work:  Invoice payment must be kept current for work to
      continue.  If the Client fails to pay any invoice due to the
      Company within 45 days of the date of invoice, the Company may, without
      waiving any other claim or right against Client, suspend services under
      this Agreement until the Company has been paid in full all amounts due the
      Company.

              


      

      


      
        	
                4.

              	
                Right of
      Entry:  Endorsement of this contract warrants that the
      Company has the authority to act on behalf of the Client.  The
      Client specifically authorizes the Company to enter upon the subject
      property, search all records relative to the history or present activities
      carried on at the property where such records would indicate the potential
      use of hazardous material on the property, and to communicate with
      appropriate private parties and public agencies regarding the
      site.

              


      

      


      
        	
                5.

              	
                Normal
      Disturbance:  It is understood certain work may cause
      physical disruption of the site or disruption of its use.  All
      effort shall be made to minimize such inconvenience.  The
      Company shall use due diligence and current industry standards relating to
      all aspects of the site investigation.  Under no circumstance
      shall the Company or any of its consultants be held liable for damage or
      events which cause damage as a result of unknown or undisclosed factors,
      or the misrepresentation of information by any
  party.

              


      

      


      
        	
                6.

              	
                Subsurface
      Structures:  In some instances the investigation as
      requested has the potential to be dangerous due to unknown
      circumstances.  Past history of a site may be so remote as not
      to disclose previous buried lines, pipes, tanks, or drums containing
      hazardous materials.  It is for this reason that the Company is
      compelled to advise the Client and owners of properties being investigated
      as to its efforts of due diligence and request that all parties involved
      provide the Company with as accurate information as
    possible.

              


      

      


      
        	
                7.

              	
                Standard of
      Care:  The report issued shall be valid for the date upon
      which the report is issued.  The Company shall not be liable in
      any manner for subsequent events which may occur at the site and which
      could change its professional opinion rendered as of the date of the
      report, nor shall the Company be liable for events which have occurred
      historically and which were either not disclosed in records or interviews
      or as a result of the on-site
investigations.

              


      

      


      
        	
                E-mail:
      hidell@hidelleyster.com

              	 
      	
                Tel:
      781-749-8040

              	 
      	
                Fax:
      781-749-2304

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        		
                DRAFT

              


      

       

      The
Client and Client's Agents shall use due diligence in ensuring that the Company
receives all relevant information about the subject site, including, but not
limited to, any information known to Client or Client's Agents concerning past
and current uses of the site, subsurface soil conditions, subsurface piping,
tanks, etc. and agrees to hold the Company harmless for any willful or negligent
failure to provide such information or the willful providing of false or
inaccurate information.

      


      The
extent of test boring and groundwater sampling data is limited and extrapolation
of this limited data to the site in general is only inferred as a best available
professional judgment.  The Company complies fully with the standards
of the industry for the specific investigation performed at the time of the
investigation and uses its best efforts to accurately interpret factual data
including boring logs and sample analyses.

      


      
        	
                8.

              	
                Liability:  The
      Company expressly denies all liability for indirect, incidental or
      consequential damages which may be asserted against it as a result of this
      contract. The Company will not be liable for any delay in delivery of
      goods or services.  All liability is limited to the amount of
      consideration paid for services performed and is limited to the Client who
      is the signatory of this contract.  The Company expressly denies
      all liability to third parties whether disclosed or
      undisclosed.

              


      

      


      
        	
                9.

              	
                Disclosure of
      Documents:  All information, documents, materials, etc.
      obtained or produced as part of the Company's performance of this
      Agreement shall remain the property of the Company for its exclusive use
      in performing this Agreement.  Any other use or distribution of
      information, documents, materials, etc. obtained or produced during the
      course of the performance of this Agreement is expressly prohibited
      without the express written consent of the Company and such consent will
      only be granted to the Client upon agreement with the
    Company.

              


      

      


      
        	
                10.

              	
                Cancellation/Modification:  Modification
      of this Agreement shall be effective upon the execution of a mutually
      satisfactory Modification Agreement signed by both Client and
      Company.

              


      

      


      Cancellation
of this Agreement shall be effective upon the execution of a mutually
satisfactory Cancellation Agreement signed by both Client and
Company.

      


      However,
the Company reserves the right to cancel or modify this Agreement as necessary
due to fire, labor unrest, accident, acts of civil or military authorities, acts
of God, force majeure or other cause whether or not the foregoing are beyond the
control of the Company.  The Company will promptly notify the Client
of the exercise of the rights reserved hereunder.

      


      
        	
                11.

              	
                Severability:  Shall
      any part hereof be determined to be void, unenforceable, or otherwise
      invalid, such determination shall have no effect upon the
      remainder.

              


      

      


      
        	
                12.

              	
                Notice:  Any
      notices required to be given under this agreement or by an applicable
      provision of the Uniform Commercial Code or other law shall be given to
      the Company in writing by Certified Mail at its principal mailing address
      at P.O. Box 325, Accord,
      Massachusetts  02018-0325.  The Client represents that
      the address on Page 1 of the "Proposal for Services" is the address for
      service of Notice by Certified Mail to the Client.  If the
      address for service of Notice by Certified Mail to the Client is different
      from that address, the Client shall promptly notify the Company of the
      correct address in writing.

              


      

      


      
        	
                13.

              	
                Conflict of
      Laws:  This contract shall be governed and construed by
      the laws of the Commonwealth of
Massachusetts.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        		 
      	
                Location:
      

                  195 Whiting Street 

                    Hingham, Massachusetts 02043 USA


                       

                      Mailing
      Address:

                      P.O. Box 325 

                        Accord,
      Massachusetts 02018
USA

                      

                    

                  

                

              


      

       

      Fee
Schedule

      


      The
following is a schedule of Hidell-Eyster International professional
fees

      


      
        	 
      	 	
                PER DIEM

              	 	 	
                HOURLY

              	 
	 
      	 	 	 	 	 	 
	 
      	 	 	 	 	 	 
	
                Financial
      and Business Services

              	 	$	1,500	 	 	$	150	 
	
                 
      

              	 	 	 	 	 	 	 	 
	
                Marketing
      and Strategic Planning Services

              	 	$	1,500	 	 	$	150	 
	
                 
      

              	 	 	 	 	 	 	 	 
	
                Principals;
      Hydrogeologist; Technical Specialist including Geologist, Biologist,
      Chemist, Environmental Biologist,And Microbiologist

              	 	$	1,500	 	 	$	150	 
	
                 
      

              	 	 	 	 	 	 	 	 
	
                Engineering
      and Design Services

              	 	$	1,500	 	 	$	150	 
	
                 
      

              	 	 	 	 	 	 	 	 
	
                Expert
      Witness Services  - Research and Management

              	 	$	2,500	 	 	$	250	 
	
                 
      

              	 	 	 	 	 	 	 	 
	
                
                  Expert
      Witness Services - Depositions and Testimony (including waiting
      time)

                

              	 	$	4,000	 	 	$	400	 
	
                 
      

              	 	 	 	 	 	 	 	 
	
                Junior
      Staff including Jr. Geologists, Biologists, and Engineers

              	 	$	750	 	 	$	75	 
	
                 
      

              	 	 	 	 	 	 	 	 
	
                Junior
      Staff, including:  Data Processing, Data Base
      Research

              	 	$	500	 	 	$	50	 


      

      


      The per
diem rate is charged whenever more than six hours and up to ten hours in a given
day are devoted to the service of a single client.  Per diem fees are
usually associated with services such as site visitations, attendance at
meetings, consultation with client, representation of client in meetings,
negotiations, court appearances, travel time, etc.  The hourly rate is
usually charged for in house services such as report writing, telephone
consultation, evaluation of laboratory results, data base searches,
etc.

      


      In
addition to the time charges, the client is charged out-of-pocket costs
including travel, lodging, meals, photographs, communication (telephone,
facsimile, express delivery service), field supplies and equipment, blueprint
and reproduction service, documents and maps and data base
research.   Fees for services such as boring crews and laboratory
analyses will be invoiced directly to the client by the
provider.

    

    
       

       

      
        	
                E-mail:
      hidell@hidelleyster.com

              	 
      	
                Tel:
      781-749-8040

              	 
      	
                Fax:
      781-749-2304